Court File and Parties

Court File No.: CV-25-00737428-00CL
Date: 2025-04-02
Ontario Superior Court of Justice – Commercial List

In the matter of an application under section 192 of the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended, and Rules 14.05(2) and 14.05(3) of the Rules of Civil Procedure

And in the matter of a proposed arrangement involving Converge Technology Solutions Corp., its shareholders, optionholders, restricted share unitholders, deferred share unitholders, and 16728421 Canada Inc.

Re: Converge Technology Solutions Corp., Applicant

Before: Peter J. Osborne

Counsel:
Aaron Kreaden and Maryam Shahid, for the Moving Party, 16728421 Canada Inc. (HIG)
Julie Rosenthal, Peter Kolla, Larissa Fulop, Mrk Leonard, and Arash Rouhi, for the Responding Party/Applicant, Converge Technology Solutions Corp.
Kirsten Thoreson, Ontario Securities Commission

Heard: 2025-04-02

Endorsement

[1] The background for and context for this matter is set out in my Endorsement of Saturday, March 29, 2025 and the motion materials.

[2] Defined terms in this Endorsement have the meaning given to them in my earlier Endorsement and/or the motion materials unless otherwise stated. That Endorsement of March 29 is incorporated by reference into this Endorsement.

[3] Late on Monday, March 31, 2025, Converge received an unsolicited Acquisition Proposal from a third party at a price of six dollars per common share. Following receipt by Converge, HIG advised Converge that it was prepared to enter into an amendment to the Arrangement Agreement to increase the cash price under the Arrangement to six dollars per common share.

[4] On April 1, 2025, shortly before the Board of Converge determined to enter into the Amendment, the third party submitted an amended Acquisition Proposal increasing the price to $6.10 per share.

[5] After carefully considering the amended Acquisition Proposal and the Amendment to the Arrangement Agreement, the Board unanimously (with an interested director abstaining), and upon recommendation of the Special Committee, determined that entering into the Amendment was in the best interests of the Company. The Board unanimously (with the one abstention) reiterates its recommendation that shareholders vote for the Arrangement Resolution.

[6] In the circumstances, Converge and HIG advised the Court that they have settled and resolved on consent the motion, on the basis that the motion be dismissed with prejudice on consent without costs. In my view, that is appropriate and I so order. It follows that the interim and interlocutory injunction (vacated by me last night on the consent of all parties to the limited extent of permitting the issuance of a press release by Converge before the opening of European markets), is now vacated entirely.

[7] HIG made submissions, notwithstanding the consent resolution of the motion, that the sealing order previously imposed by Kimmel J should continue on a permanent basis. This motion is supported by Converge. The OSC takes no position on the issue.

[8] Having heard the submissions of the parties, and considering the framework set out by the Supreme Court of Canada in Sierra Club of Canada v. Canada (Minister of Finance), 2002 SCC 41 and modified in Sherman Estate v. Donovan, 2021 SCC 25, in my view the test is not met, and I decline to continue the sealing order. The Court file shall be public. The justification for the temporary sealing order was to avoid improper distortion of the market while the Acquisition Proposal was being challenged and relief was being sought that would, if granted, render it incapable of being a Superior Proposal. That justification no longer exists.

[9] Order to go in the form signed by me today which is effective immediately and without the necessity of issuing and entering.

Peter J. Osborne